Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On June 12, 2026, Edible Garden AG Incorporated (the "Company") entered into a Notes Purchase Agreement (the "Note Purchase Agreement") with Streeterville Capital, LLC (the "Investor"), pursuant to which the Company agreed to issue and sell to the Investor (i) a Promissory Note A-1 in the original principal amount of $2,170,000 (the "A-1 Note") and (ii) a Secured Promissory Note B in the original principal amount of $10,000,000 (the "B Note" and, together with the A-1 Note, the "Notes"), for an aggregate purchase price of $12,000,000 (the "Transactions").

The A-1 Note was issued with an original issue discount of $160,000 and bears interest at a rate of 8% per annum, while the B Note bears interest at a rate of 5% per annum, in each case subject to the terms and conditions set forth therein. The Notes have a maturity date of eighteen (18) months from the applicable purchase price date.

The Company's obligations under the Notes are secured by, among other things, (i) a first-priority security interest in a deposit account established pursuant to a deposit account control agreement, (ii) a pledge of the equity interests of EDBL Holdings, LLC pursuant to a pledge agreement, and (iii) a guaranty of the Company's obligations by certain of its subsidiaries, including EDBL Holdings, LLC, 2900 Madison Ave Holdings, LLC, and Edible Garden Corp., pursuant to a Guaranty.

Beginning on the six (6) month anniversary of the applicable purchase price date, the Investor has the right, subject to the terms of the A-1 Note and the B Note, to require the Company to redeem portions of the outstanding balance of the Notes from time to time in cash upon delivery of a redemption notice, including both monthly redemption rights and additional limited redemption rights upon the occurrence of certain trading conditions. The Notes also contain customary events of default and other customary provisions, including the right of the Investor to accelerate amounts due and payable upon the occurrence of an event of default.

The Note Purchase Agreement also contains various representations, warranties and covenants of the Company, including, among others, covenants regarding SEC reporting, restrictions on certain additional indebtedness and issuances of securities, and limitations on the incurrence of liens and other encumbrances, in each case subject to certain exceptions and qualifications set forth therein.

The foregoing descriptions of the Note Purchase Agreement, the A-1 Note, the B Note and the Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and instruments. Copies of the Note Purchase Agreement and the forms of A-1 Note, B Note and Guaranty are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.